Five Below CIO awarded 571 shares of stock

Jhunjhunwala Amit reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Jhunjhunwala Amit reported acquisition or exercise transactions in this Form 4 filing.

FIVE BELOW, INC Chief Information Officer Amit Jhunjhunwala reported a corrected equity award on an amended insider filing. On March 19, 2026, he received a grant of 571 shares of Common Stock at $0.00 per share, characterized as a grant or award under Rule 16b-3(d). Following this award, he directly beneficially owned 24,396 shares of the company’s stock. The amendment explains that an earlier Form 4 had mistakenly reported 862 shares, including 291 shares that had already been reported, and this filing updates both the grant amount and post-transaction holdings.

Insider Trade Summary

Grant/Award: 571 shares

Grant/Award 1 txn

Insider Jhunjhunwala Amit

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	571	$0.00	$0.00

Holdings After Transaction: Common Stock — 24,396 shares (Direct)

Footnotes (1)

1. F1. On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant of 862 shares pursuant to Rule 16b-3(d) on March 19, 2026. In fact, 291 of those shares had been previously reported. This amendment is being filed to report the correct number of (i) shares awarded to the reporting person on March 19, 2026 and (ii) shares beneficially owned by the reporting person following all transactions reported in the Initial Form 4.

Key Figures

Shares granted: 571 shares Grant price: $0.00 per share Shares owned after transaction: 24,396 shares +3 more

6 metrics

Shares granted 571 shares Common Stock award on March 19, 2026

Grant price $0.00 per share Compensation-related stock award

Shares owned after transaction 24,396 shares Direct beneficial ownership after March 19, 2026 award

Originally reported grant 862 shares Initial Form 4 amount before correction

Previously reported within 862 291 shares Portion already reported before amendment

Form type Form 4/A Amended insider transaction report

Key Terms

Form 4, Rule 16b-3(d), beneficially owned, Common Stock, +1 more

5 terms

Form 4 regulatory

"the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Rule 16b-3(d) regulatory

"erroneously reported a grant of 862 shares pursuant to Rule 16b-3(d) on March 19, 2026"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

beneficially owned financial

"report the correct number of (i) shares awarded ... and (ii) shares beneficially owned by the reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FIVE (Five Below, Inc) report in this Form 4/A?

Five Below reported that CIO Amit Jhunjhunwala received a grant of 571 shares of Common Stock on March 19, 2026. This was a stock award at no cost, increasing his direct beneficial ownership in the company.

How many Five Below (FIVE) shares were awarded to the CIO in this amended filing?

The amended filing shows a grant of 571 shares of Five Below Common Stock to CIO Amit Jhunjhunwala. The shares were awarded on March 19, 2026 and recorded at a price of $0.00 per share as a compensation-related award.

What is Amit Jhunjhunwala’s Five Below (FIVE) share ownership after this grant?

After the 571-share award, CIO Amit Jhunjhunwala directly beneficially owned 24,396 shares of Five Below Common Stock. This total reflects his holdings following all transactions reported, as corrected in this amended Form 4/A filing.

Why did Five Below (FIVE) file an amended Form 4/A for its CIO?

The company filed an amended Form 4 because the original Form 4 incorrectly reported a grant of 862 shares. The amendment explains that 291 of those shares had been previously reported and corrects both the award size and the post-transaction share count.

Was the Five Below (FIVE) CIO’s stock award an open-market purchase or a grant?

The transaction was a grant or award, not an open-market purchase. The Form 4/A labels it as a Rule 16b-3(d) grant with transaction code A, showing 571 shares awarded at $0.00 per share as part of compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:13 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jhunjhunwala Amit

(Last) (First) (Middle)

C/O FIVE BELOW, INC.

701 MARKET STREET, SUITE 300

(Street)

PHILADELPHIA PENNSYLVANIA 19106

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FIVE BELOW, INC [ FIVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/23/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/19/2026		A		571	A	$0	24,396(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 23, 2026, the reporting person filed a Form 4 (the "Initial Form 4") that erroneously reported a grant of 862 shares pursuant to Rule 16b-3(d) on March 19, 2026. In fact, 291 of those shares had been previously reported. This amendment is being filed to report the correct number of (i) shares awarded to the reporting person on March 19, 2026 and (ii) shares beneficially owned by the reporting person following all transactions reported in the Initial Form 4.

	Kristen D. Han, as Attorney-In-Fact for Amit Jhunjhunwala	04/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)